REQUEST FOR PROPOSAL (RfP) SELECTION OF BOOK RUNNING LEAD MANAGERS(BRLMs) FOR PROPOSED QUALIFIED INSTITUTIONAL PLACEMENT (QIP) 2018 STATE BANK OF INDIA SHARES & BONDS RfP Notice No. CC/S&B/NJ/2018/1391 dated 21.12.2018 Schedule of Events Event Date Pre-Bid Meeting 3 rd January, 2019 Submission of Bid Upto 3.00 p.m. on 5 th January, 2019 Selection of BRLMs On or Before 9 th January, 2019 This document is meant for the exclusive purpose of Bidding as per the Specification Terms, Conditions and Scope indicated shall not be transferred, reproduced or otherwise used for purposes other than for which it is specifically issued.
i. The Bidder must thoroughly study / analyze and properly understand the contents of this RfP document, its meaning and impact of the information contained therein.
ii. Failure to furnish all information required in the bidding document or submission of Bid
not responsive to the bidding documents in any respect will be at the Bidder’s risk and
responsibility and the same may finally result in rejection of its Bid. SBI has made
considerable effort to ensure that accurate information is contained in this RfP and is
supplied solely as guidelines for Bidders.
iii. Nothing in this RfP or any addenda / corrigenda or clarifications issued in connection
thereto, is intended to relieve Bidders from forming their own opinions and conclusions
in respect of the matters contained in RfP and its addenda, if any.
iv. The Bid prepared by the Bidder, as well as all correspondences and documents relating
to the Bid exchanged by the Bidder and the Bank and supporting documents and printed
literature shall be submitted in English.
v. The information provided by the Bidders in response to this RfP will become the
property of SBI and will not be returned. Incomplete information in Bid document may
lead to non-consideration of the proposal.
11. Technical Bids
(i) The Technical Bid should comprise of the following documents as stated below:
a) Covering letter on the Applicant's letter head as per Annexure 3;
b) The Technical bid shall be submitted in the format exactly as required in
Annexure -1;
c) CVs of all key professionals who would be entrusted with this assignment (if
(vi) No modification in the Proposal shall be allowed, once it is submitted to the Bank.
15. Modification to the RfP
At any time prior to the deadline for submission of bids, Bank may modify any part of this
RfP document. Such change(s), if any, will be made available to the Bidders by way of
corrigendum/addendum. All such change(s) will automatically become part of this RfP and
binding on all Applicants. SBI, at its discretion may extend the deadline for submission of
bids in order to allow prospective Applicants a reasonable time to take the modification into
account.
16. Bid integrity
Willful misrepresentation of any fact in the Bid will lead to the cancellation of the contract
without prejudice to other actions that the Bank may take. All the submissions, including any
accompanying documents, will become property of SBI.
The Applicants shall be deemed to license, and grant all rights to SBI, to reproduce the
whole or any portion of their proposal for the purpose of evaluation, to disclose the contents
of their proposal to other Applicants and to disclose and/ or use the contents of their
proposal as the basis for RfP process.
17. Liquidated Damages
If the BRLM fails to complete the assignment within stipulated time (as provided for in the
Agreement) or any loss is suffered by the Bank on account of the failure on the part of the
BRLM to perform within the stipulated time (as set out in the agreement), the Bank shall,
without prejudice to its other remedies under the contract, deduct from the contract price, as
liquidated damages, a sum equivalent to 10% of the contract amount for delay of each week
or part thereof, subject to a maximum of the contract amount payable to the BRLM. For
delay beyond one week, the agreement may be terminated by SBI at its discretion and no
amount shall be payable to the BRLM.
18. Bid Evaluation a. Qualified interested Bidders, meeting the eligibility criteria would be required to
make a presentation (Maximum of 20 minutes) of their credentials, in the
format prescribed in Proposal Format (refer clause 12 above), for the proposed
transaction, before the Selection Committee. Only the Team Leader of the
Core Team shall make the presentation.
b. The Selection Committee would evaluate the Bidders on the criteria mentioned
in Proposal Format based on their presentation and proposals received and
shortlist Merchant Bankers scoring above a pre-determined threshold or any other
criteria that the Selection Committee may deem fit.
c. The Selection Committee would open the Financial Bids of only the shortlisted
bidders. The date and time of opening of the Financial Bids would be
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announced at the time of the presentations.
d. The marks scored by shortlisted Bidders in the technical evaluation will then be
given a weightage of 70%. Similarly, the Financial Bids of the Bidders will be
given a weightage of 30%. The combined score of Technical and Financial
Bids will determine the H1 (bidder scoring highest point / marks), H2, H3 and
so on. The Bank will select the BRLMs who agree to undertake the
assignment. The Bank will use waterfall (sequential ranking) for the next BRLM
in case any shortlisted BRLM does not accept the appointment.
e. The Bank intends to ensure participation of a well-rounded mix of qualifying
BRLMs both domestic and foreign, in relation to the QIP. It is therefore
intended that the process adopted for shortlisting of Bidders will strive for a
balanced representation of BRLMs as above. The mix of Bankers would be
subject to Bank’s sole discretion based on evaluation.
f. The bidder scoring the highest points/marks (H1) based on the above principles
would be appointed for the transaction. The other evaluated BRLMs who are
ranked as H2, H3 and so on in that order would be asked to accept the fees
quoted by H1 and the parties who so accept the fees quoted by H1 will also be
appointed till the required number of BRLMs are ascertained/reached. The
Bank may consider at its sole discretion, selecting lesser number of Bidders for
appointment as BRLMs.
g. The fee quoted by H1 would be shared equally by all the appointed BRLMs.
However, if any selected BRLM has quoted a lower fee than the fee quoted by
H1, in that case the concerned BRLM will get a fee quoted by them (i.e. Lower
fees) divided by the number of BRLMs appointed for the transaction.
h. Left Lead will be decided on the Bank’s discretion and that BRLM so selected
will have the right to refuse the position of the Left Lead.
The terms of RfP shall be binding on the BRLM during the entire period of the
assignment.
19. Right to Verification:
The Bank reserves the right to verify any or all of the statements made by the Bidder in the
tender document and to inspect the Bidder’s facility, if necessary, to establish to its
satisfaction about the Bidder’s capacity / capabilities to perform the job.
20. Other Terms & Conditions
(i) The Applicant shall not have any right of appointment or monetary damages merely
on their participation in the Bid selection process, final selection, and any
communications associated with the selection.
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(ii) Applicants are advised that the selection of BRLMs shall be on the basis of an
evaluation/Selection Process specified in this RfP. Applicants shall be deemed to
have understood and agreed that no explanation or justification for any aspect of
the Selection Process will be given and that the Bank’s decisions are without any
right of appeal whatsoever.
(iii) The Bank reserves the right to reject any Proposal if the Applicant does not
provide, within the time specified by the Bank, the supplemental information sought
by the Bank for evaluation of the Proposal.
(iv) In case it is found during the evaluation or at any time before signing of the
Agreement or after its execution and during the period of subsistence thereof, that
one or more of the eligibility conditions have not been met by the Applicant or the
Applicant has made material misrepresentation or has given any materially
incorrect or false information, the Applicant shall be disqualified forthwith if not yet
appointed as the BRLM by entering into of the Agreement, and if the Successful
Applicant has already entered into the Agreement, as the case may be, the same
shall, notwithstanding anything to the contrary contained therein or in this RfP, be
liable to be terminated, by a communication in writing by the Bank without the Bank
being liable in any manner whatsoever to the Applicant or BRLM, as the case may
be.
(v) If the selected Applicant gets disqualified /rejected, then the Bank reserves the
right to consider the next best Applicant, or take any other measure as may be
deemed fit in the sole discretion of the Bank, including annulment of the Selection
Process.
(vi) Information relating to the examination, clarification, evaluation, and
recommendation for the selection of Applicants shall not be disclosed to any
person who is not officially concerned with the process or is not a retained
professional adviser advising the Bank in relation to matters arising out of, or
concerning the Selection Process.
(vii) The BRLMs engaged by the Bank will be accountable on its part for the service
rendered to the Bank keeping in view of the norms of ethical business,
professionalism and the fact that the service shall be rendered for a consideration
as per the terms of the contract.
(viii) The BRLMs shall undertake to cooperate fully with any legitimately provided/
constituted investigative body, conducting enquiry into processing or execution of
the contract/ any other matter related with discharge of contractual obligations by
the BRLMs.
(ix) The BRLMs will avoid any conflicts of interest while discharging contractual
obligations and bring before-hand any possible instance of conflict of interest to the
knowledge of the Bank.
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(x) The BRLMs and its Associates must not engage in consulting or other activities
that conflict with the interest of the Bank under the contract.
(xi) The BRLMs must act at all times, in the interest of the Bank and render any advice
with professional integrity. The BRLMs must undertake the project only if it has
capability to deliver efficient advice/ services to the Bank.
(xii) SBI may at any time terminate the Contract by giving written notice to the BRLMs,
if the latter becomes bankrupt or otherwise insolvent. In such event, termination will
be without payment of compensation to the BRLMs, provided that such termination
will not prejudice or affect any right of action or remedy, which has occurred or will
accrue thereafter to SBI.
(xiii) The information contained in this document or subsequently provided to Applicants
whether verbally or in writing by or on behalf of SBI is confidential. The Applicant
shall not share this information with any other party not connected with responding
to this RfP.
(xiv) All Applicants have to sign the code of integrity as provided in Annexure 7 and
abide by it during the entire tenure of Assignment.
(xv) The BRLMs shall declare if there was any instance in the last three years of
transgression of any Code of Integrity on its part.
21. Governing Law and Disputes (Applicable in case of successful Applicant only)
I. All disputes or differences whatsoever arising between the parties out of or in
connection with this contract or in discharge of any obligation arising out of the
Contract (whether during the progress of work or after completion of such work and
whether before or after the termination of this contract, abandonment or breach of
this contract), shall be settled amicably. If however, the parties are not able to solve
them amicably, either party (SBI or BRLMs), give written notice to other party clearly
setting out there in specific dispute(s) and/or difference(s) and shall be referred to a
sole arbitrator mutually agreed upon, and the award made in pursuance thereof shall
be binding on the parties. In the absence of consensus about the single arbitrator,
the dispute may be referred to joint arbitrator; one to be nominated by each party
and the said arbitrators shall nominate a presiding arbitrator, before commencing the
arbitration proceedings. The arbitration shall be settled in accordance with the
applicable Indian Laws. Any appeal will be subject to the exclusive jurisdiction of
courts at Mumbai.
II. The BRLMs shall continue work under the Contract during the arbitration
proceedings unless otherwise directed by the Bank or unless the matter is such that
the work cannot possibly be continued until the decision of the arbitrator is obtained.
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III. Arbitration proceedings shall be held at Mumbai, India, and the language of the
arbitration proceedings and that of all documents and communications between the
parties shall be in English.
22. Accountability:
The BRLMs shall be accountable with respect to the following:
Holding valid registration certificate throughout the duration of the QIP in
accordance with the provisions of the SEBI (Merchant Bankers) Regulations,
1992, as amended from time to time;
all the responsibilities indicated in the scope of work and any other activities that
the BRLMs may perform in connection with the QIP (including conducting road
shows/investors’ meet); and
all the other obligations it is required to undertake in accordance with the
applicable provisions of the SEBI (Merchant Bankers) Regulations, 1992, as
amended, the SEBI (issue of capital and Disclosure Requirements) Regulations,
2009, as amended (including undertaking necessary due diligence) and the
terms and conditions of the transaction agreements entered into with the
BRLMs in connection with the QIP.
Within 7 (seven) days from the date of issue of the appointment letter, each of the
selected BRLMs will submit to the Bank officer concerned:
separate list of probable investors of both domestic and international investors,
(indicating name and address) to be approached by each of the selected BRLMs
respectively for the QIP;
details of inter-se allocation of responsibilities (“Inter-Se”) in relation to the QIP, if
and to the extent applicable, amongst the merchant bankers and/ or their
affiliates. The Inter-Se submitted by the selected BRLMs shall be evaluated by
the Bank and they may be required to make certain alterations and resubmit the
Inter-Se. The revised Inter-Se should be submitted within two days of finalization
of the revisions in the Inter-Se with the Bank. The revised Inter-Se, upon formal
acceptance by the Bank, shall become final and binding Inter-Se of Action which
the BRLMs would be required to implement.
a broad “Plan of Action” on each responsibility and task to be undertaken by the
selected BRLMs as a merchant banker in connection with the captioned QIP
including but not limited to all the tasks as specified hereunder needs to be
submitted to the Bank. The Broad Plan of Action submitted by the selected
BRLMs shall be evaluated by the Bank and they may be required to make
certain alterations and resubmit the Plan. The Revised broad Plan of Action
should be submitted to the Bank within two days of finalization of the revisions in
the Plan of Action with the Bank. The revised Plan of Action, upon formal
acceptance by the Bank, shall become final and binding Plan of Action which the
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BRLMs would be required to implement.
The selected BRLMs will be required to provide regular updates as decided by the
Bank, regarding the progress made on the final Plan of Action (as referred above)
and the tasks undertaken (including follow-ups done) etc. during the preceding
period and the course of action for the period after the day this update is being
given.
The selected BRLMs will be required to submit post the domestic and international
investor meetings book building of the investors with likely volume and likely price
based on latest interaction and response of the fund managers.
The selected BRLMs will be required to advise the Bank on the proper and optimum
timing and best floor price for the QIP (to the extent applicable) (apart from other
tasks in relation to QIP). Further, any decisions of the Bank regarding the captioned
QIP (including pricing and timing) shall be kept confidential by the selected BRLMs
and during the course of the QIP they shall not opine to anyone else (including
proposed investors) on the correctness of any decisions of the Bank on the
captioned QIP (including specifically with regard to pricing or timing).
23. Confidentiality:
(i) Bidder acknowledges and agrees that all tangible and intangible information obtained,
developed or disclosed including all documents, contract, purchase order to be
issued, data papers and statements and trade secret of the Bank relating to its
business practices and their competitive position in the market place provided to the
selected Bidder by the Bank in connection with the performance of obligations of
Bidder under the purchase order to be issued, in part or complete shall be considered
to be confidential and proprietary information (“Confidential Information”) and shall not
be disclosed to any third party / published without the written approval of the Bank.
(ii) The Confidential Information will be safeguarded and Bidder will take all the
necessary action to protect it against misuse, loss, destruction, alterations or deletions
thereof. In the event of a breach or threatened breach by Bidder of this section,
monetary damages may not be an adequate remedy; therefore, Bank shall be entitled
to injunctive relief to restrain Bidder from any such breach, threatened or actual.
(iii) Any document, other than the Contract itself, shall remain the property of the Bank
and shall be returned (in all copies) to the Bank on completion of the performance
under the Contract, if so required by the Bank.
24. Disclaimer
The RfP is not a recommendation, offer or invitation to enter into a contract,
agreement or any other arrangement. The purpose of this RfP is to provide
information to the potential Bidders, who qualify to submit the response to this RfP,
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to assist them in responding to this RfP. Though this RfP has been prepared with
sufficient care to provide all required information to the potential Bidders, potential
Bidders however may need more information than what has been provided herein.
In such cases, the potential Bidder is solely responsible to seek the information
required from the Bank. The Bank reserves the right to provide such additional
information at its sole discretion. In order to respond to the RfP, if required, and
with the prior permission of the Bank, each Bidder may conduct their own study
and analysis/assessment and seek its own professional, technical, financial and
legal advice, as may be necessary.
24.1 No legal relationship
No binding legal relationship will exist between any of the Bidders and the Bank
until execution of a contractual agreement with the successful Bidder(s).
24.2 Evaluation of Offer
Each Bidder acknowledges and accepts that the Bank may, in its absolute
discretion, apply any additional criteria it deems appropriate in the selection of
the BRLM, not limited to those selection criteria set out in this RfP.
24.3 Disqualification
Any form of canvassing/lobbying/exercise of influence/cartelization etc. by the
Bidder will result in disqualification of such Bidder.
In case it is found during the course of the transaction or at any time before
award of the assignment or after its execution and during the period of
subsistence or after the period thereof, that one or more of the terms and
conditions laid down in this Request for Proposal has not been met by the
Bidder, or the Bidder has made material misrepresentation or has given any
materially incorrect or false information, the Bidder shall be disqualified
forthwith if not yet appointed as BRLM. Also if the Selected Bidder has already
been appointed as BRLM, as the case may be, the same shall, notwithstanding
anything to the contrary contained in this RfP, be liable to be terminated, by a
communication in writing by the Bank to the Selected Bidder without the Bank
being liable in any manner whatsoever to the Selected Bidder. This action will
be without prejudice to any other right or remedy that may be available to the
Bank under the bidding documents, or otherwise. However, before terminating
the assignment, a show cause notice stating “why its appointment should not
be terminated” would be issued giving it an opportunity to explain its position.
24.4 Confidentiality
The information contained in this RfP or subsequently provided to Bidder(s)
whether verbally or in writing by or on behalf of SBI shall be subject to the
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terms and conditions set out in this RfP and any other agreement/contract to
be executed by the Bank shall be kept confidential by the bidders.
24.5 No representation or warranty by the Bank
The Bank makes no representation or warranty and shall incur no liability
under any law, statute, rules or regulations on any claim the potential bidder
may make in case of failure to understand the terms and requirements of this
RfP and responds to the RfP. The Bank may, in its absolute discretion, but
without being under any obligation to do so, update, amend or supplement the
information in this RfP and specify additional requirements or cancel this RfP at
any time without assigning any reason there of and without any notice, at its
sole discretion.
While due care has been taken in the preparation of this document, the Bank
will not be held responsible for any inaccuracy in the information provided
herein. The Bidder must apply its own care and conduct its own investigation
and analysis regarding any information contained in the RfP document and the
meaning and impact of all such information contained in the RfP.
It is the Bidder’s responsibility to examine this RfP; examine all other
information available on reasonable inquiry relevant to the risks, contingencies
and circumstances affecting its response to the RfP; and satisfy itself as to the
completeness, correctness and sufficiency of all the information contained in
its response to the RfP.
24.6 Bank’s Discretion
i) The Bank may at its sole discretion select and appoint such number of
Merchant Bankers as it deem fit with requisite experience in capital market
issues, who together will form a team and be called BRLMs. The BRLMs, in
consultation with the Bank, will form a syndicate as required under the SEBI
Guidelines/Regulations.
ii) The Bank shall be under no obligation to act upon the advice rendered by the
Merchant bankers for the appointment of the BRLMs and other intermediaries.
The appointment made by the Bank shall be final and binding on all the
Bidders.
iii) In case, if there is substantial change in the composition of the Team handling
the QIP of the Bank which can significantly affect its execution, the Bank
reserves its right to terminate the agreement without any cost to Bank.
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ANNEXURE - 1
Proposal Format
The Bid/ Proposal is to be submitted in details as indicated in the following Sections along
with Annexures 2 to 7. The weightage for evaluation of the Bidder in respect of each
criterion has been indicated against each Section in Annexure 4.
1.1 Title: 'Selection of BRLM for QIP Issuance for FY 2018-19 and 2019-20
1.2 Information about Bidder/ Applicant:
Name of Company or Firm:
Legal status (e.g. incorporated private company, unincorporated business,
partnership etc.):
Country of incorporation:
Registered address:
Year of Incorporation:
Year of commencement of business:
Principal Place of Business:
Brief description of the Company including details of its main lines of business
Name, designation, address and phone numbers of authorised signatory of the
Applicant:
Name:
Designation:
Company:
Address:
Phone No.:
Fax No.:
E-mail address:
1.3
Experience in handling BFSI deals in Indian equity markets and
understanding/ positioning of Indian Banking Sector
Credentials – Experience of managing Capital Market issuances as Merchant
Bankers
1.4 Understanding and Positioning of SBI
i) Earlier transaction(s)/deals done with SBI
ii) Understanding, positioning and valuation of SBI
iii) SWOT Analysis of the Bank
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1.5
Team strength (BFSI) and commitment
i) Details of the core team that will be handling the proposed issue, their status
in the organization, their background, qualification, experience and contact
details.
ii) Quality of deal team and its ability to handle the issues that arise during the transactions.
i) iii) Details of other professionals who would provide back-up support may also
be indicated separately. An undertaking is also to be given that if during the
process, any of the core team members is not available due to indisposition
resignation, etc., another person of similar qualification and experience would
be made available.
ii)
1.6
Investor connect, relationship and track record
(i) Indicate domestic and global distribution network
(ii) Understanding and relationship with domestic and international institutional investors.
1.7
Research coverage and capability
i) Research strength within the country and globally
ii) Research reports published on Banking and Financial Services companies in India
iii) Background and Rating of Research Team
(Signature, name and designation of the authorised signatory)
(Name and seal of the Applicant
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ANNEXURE - 2
Power of Attorney
Know all men by these presents, we, ......................................... (name of Firm and
address of the registered office) do hereby constitute, nominate, appoint and authorise
Mr /Ms........................................ son/daughter/wife and presently residing at
........................................, who is presently employed with us and holding the position of
.................... as our true and lawful attorney (hereinafter referred to as the “Authorised
Representative”) to do in our name and on our behalf, all such acts, deeds and things
as are necessary or required in connection with or incidental to submission of our
proposal for 'Selection of BRLMs for proposed QIP RfP/CC/S&B/NJ/2018/1391 dated
21st December, 2018 by State Bank of India including but not limited to signing and
submission of all applications, proposals and other documents and writings, participating in
pre-bid and other conferences and providing information/ responses to the Bank,
representing us in all matters before the Bank, signing and executing all contracts and
undertakings consequent to acceptance of our proposal and generally dealing with the
Bank in all matters in connection with or relating to or arising out of our Proposal for the
said Assignment and/ or upon award thereof to us till and including the entering into of
the Agreement with the Bank.
AND, we do hereby agree to ratify and confirm all acts, deeds and things lawfully done
or caused to be done by our said Authorised Representative pursuant to and in exercise of
the powers conferred by this Power of Attorney and that all acts, deeds and things done by
our said Authorised Representative in exercise of the powers hereby conferred shall
always be deemed to have been done by us.
IN WITNESS WHEREOF WE, .................... THE ABOVE NAMED PRINCIPAL HAVE
EXECUTED THIS POWER OF ATTORNEY ON THIS .................... DAY OF
....................,2018
For .......................................(Signature, name, designation and address) Witnesses:
1.
2.
Notarised
(Signature, name, designation and address of the Attorney) Notes: The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executants (s) and when it is so required the same should be under common seal affixed in accordance with the required procedure. The Power of Attorney should be executed on a non-judicial stamp paper of value as per State Laws and duly notarised by a notary public.
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ANNEXURE - 3 TECHNICAL PROPOSAL
Letter of Proposal
(On Applicant’s letterhead)
(Date and Reference) To General Manager State Bank of India Shares & Bonds Dept, 14th Floor State Bank Bhavan, Madame Cama Road, Nariman Point, Mumbai 400 021
Dear Sir,
Selection of BRLMs for FY 2018-19 and 2019-20
With reference to your RfP Notice No. RfP/CC/S&B/NJ/2018/1391 dated 21st December,
2018, I/we, having examined all relevant documents and understood their contents, hereby
submit our Proposal for 'Selection of BRLMs for FY 2018-19 and 2019-20.
The proposal is unconditional and unqualified.
2. All information provided in the Proposal and in the Appendices is true and correct and
all documents accompanying such Proposal are true copies of their respective
originals.
3. This statement is made for the express purpose of appointment as the BRLMs for the
aforesaid Assignment.
4. I/We shall make available to the Bank any additional information it may deem
necessary or require for supplementing or authenticating the Proposal.
5. I/We acknowledge the right of the Bank to reject our application without assigning any
reason or otherwise and hereby waive our right to challenge the same on any account
whatsoever.
6. I/We certify that we or any of our Associates have not been banned by any Central
Government, any State Government, a statutory Bank, Public/ Private Sector Bank or
a Public Sector Undertaking as the case may be from participating in any Project.
7. I/We certify that in the last three years, we or any of our Associates have not been
debarred by other Procuring Institution for transgressions of a Code of Integrity
8. I/We declare that:
(a) I/We have examined and have no reservations to the RfP Documents, including
any Addendum/ Corrigendum issued by the Bank
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(b) I/We have made a complete and careful examination of the RfP
(c) I/We have received all relevant information requested from the Bank
(d) I/We acknowledge and accept the risk of inadequacy, error or mistake in the
information provided in the RfP or furnished by or on behalf of the Bank or
relating to any of the matters;
(e) I/We have satisfied ourselves about all matters, things and information, including
matters referred to herein above, necessary and required for submitting an
informed Application and performance of all of its obligations there under;
(f) I/We agree that the Bank shall not be liable for any omission, mistake or error on
the part of the Applicant in respect of any of the above or on account of any
matter or thing arising out of or concerning or relating to RfP or the Selection
Process, including any error or mistake therein or in any information or data
given by the Bank.
(g) I/We do not have any conflict of interest in accordance with Clause7 of the RfP
Document;
(h) I/We have not directly or indirectly or through an agent engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice, as defined in the RfP document, in respect of any tender or
request for proposal issued by or any agreement entered into with the Bank or
any other public sector enterprise or any government, Central or State;
(i) I/We hereby certify that we have taken steps to ensure that in conformity with the
provisions of the RfP, no person acting for us or on our behalf will engage in any
corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice.
(j) I/We certify that we have not made any changes from the contents of the RfP
document read with its amendments/ corrigendum/ clarifications provided by the
Bank submitted by us in our proposal. It is further certified that the contents of
our proposal are factually correct. We also accept that in the event of any
information / data / particulars proving to be incorrect, the Bank will have the
right to disqualify our proposal.
(k) I/We hereby undertake that our firm's name does not appear in any “Caution” list
of RBI / IBA or any other regulatory body for outsourcing activity
9. I/We understand that you may cancel the Selection Process at any time and that you
are neither bound to accept any Proposal that you may receive nor to select the
BRLMs, without incurring any liability to the Applicants in accordance with the RfP
document.
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10. I/We further certify that in regard to matters relating to security and integrity of the
country, we have not been charge-sheeted by any agency of the Government or
convicted by a Court of Law for any offence committed by us or by any of our
Associates.
11. I/We hereby irrevocably waive any right or remedy which we may have at any stage
at law or howsoever otherwise arising to challenge or question any decision taken
by the Bank in connection with the selection of BRLMs or in connection with the
Selection Process itself in respect of the above mentioned Project.
12. I/We agree and understand that the proposal is subject to the provisions of the
RfP document. In no case, shall I/we have any claim or right of whatsoever nature
if the BRLM services for the Project is not awarded to me/us or our proposal is not
opened or rejected.
13. A Power of Attorney in favour of the authorised signatory to sign and submit this Proposal
and documents is attached herewith as Annexure __.
14. In the event of my/our firm being selected as the BRLMs, I/we agree to enter into
Bank's Contract/ Agreement which will be on the lines of this RfP. We agree not to
seek any changes in the aforesaid form and agree to abide by the same.
15. The Financial Proposal is being submitted in a separate cover. This Technical
Proposal read with the Financial Proposal shall constitute the Application which shall
be binding on us.
16. I/We agree and undertake to abide by all the terms and conditions of the RfP
Document. In witness thereof, I/we submit this Proposal under and in accordance
with the terms of the RfP Document.
Yours faithfully,
(Signature, name and designation of the authorised signatory)
(Name and seal of the Applicant)
27
ANNEXURE - 4 Technical parameters
Section Description
A
Experience in handling BFSI deals in Indian equity markets and understanding/ positioning
of Indian Banking Sector – (15%)
i) Credentials – Experience of managing Capital Market issuances as Merchant Bankers
B
Understanding and Positioning of SBI- (25%)
i) Earlier transaction(s)/deals done with SBI
ii) Understanding, positioning and valuation of SBI
iii) SWOT Analysis of the Bank
C
Team strength (BFSI) and commitment- (10%)
i) Details of the core team that will be handling the proposed issue, their status in the organization, their background, qualification, experience and contact details.
ii) Quality of deal team and its ability to handle the issues that arise during the transactions.
iii) Details of other professionals who would provide back-up support may also be indicated separately. An undertaking is also to be given that if during the process, any of the core team members is not available due to indisposition resignation, etc., another person of similar qualification and experience would be made available.
D
Investor connect, relationship and track record (25%)
i) Indicate domestic and global distribution network
ii) Understanding and relationship with domestic and international institutional investors.
E
Research coverage and capability (15%)
i) Research strength within the country and globally
ii) Research reports published on Banking and Financial Services companies in India
iii) Background and Rating of Research Team
F
Understanding of Regulatory laws/ issues (10%) i) Understanding the requirements of various regulatory agencies pertinent for the issue
and for SBI
ii) Guide, facilitate and advise on the regulatory norms and assist in securing approval and
exemptions, wherever necessary, from various regulatory agencies and others and
completion of regulatory requirements
28
ANNEXURE - 1A
DETAILS OF DOMESTIC/ INTERNATIONAL QIP
Parameters Last Three Years
Mandate Value (Rs
Cr) Date Issue Type
Domestic QIP
1.
2.
3.
3.
4.
5.
Total
International
QIP
1.
2.
3.
4.
5.
Total
#Please provide list of QIP with a role as Left Lead Bank also in above mentioned format
29
ANNEXURE - 1B
A. PENDING LITIGATIONS AND CONTINGENT LIABILITIES
SN Statute Financial
Year
Amount
(Rs Cr) Forum Where dispute is
pending Description
B, CONFLICT OF INTEREST
SN Company Type of
Issue
Amount
(Rs Cr) Expected Issue Date Description
30
ANNEXURE - 1C
DETAILS OF DOMESTIC/ INTERNATIONAL QIP (BFSI Sector)
Parameters
Last Three Years
Mandate Value (Rs
Cr) Date Issue Type
Domestic
QIP
1.
2.
3.
3.
4.
5.
Total
International
QIP
1.
2.
3.
4.
5.
Total
31
ANNEXURE - 1D
STATEMENT SHOWING INFORMATION ABOUT THE TEAM
A. Please Submit Organizational Chart
B. Details of Team
Particulars Total Years of
Experience
Years of Experience with Present Organization
Location
No. of Issues
Handled
for last 3 years
Amount (Rs Cr)
IBD (Members)
ECM (Members)
Sales (Members)
Research (Members)
C. Details of Proposed Team to handle SBI QIP Issue
Particulars Total Years of Experience
Years of Experience with Present Organization
Location
No. of Issues
Handled
for last 3 years
Amount (Rs Cr)
IBD (Members)
ECM (Members)
Sales (Members)
Research (Members)
32
ANNEXURE - 1E
STATEMENT SHOWING DETAILS OF QIP MOBILIZATION FOR LAST THREE YEARS
Particulars*
QIB
% of Mobilization in the
Corresponding Issues No. of Issues Amount
(Rs Cr)
India
QIP
Total
33
ANNEXURE - 1F
STATEMENT SHOWING RESEARCH REPORTS DETAIL FOR LAST THREE YEARS
Research
Domestic
Staff Strength
(in Number)
No. of
Research
Publication
Date of
Publication of
Last Report
Rating Target
Price
A. Sectors
1.
2.
3.
4.
5.
B. BFSI Companies
1.
2.
3.
4.
5.
34
ANNEXURE - 1G
Team Composition
@ Use separate Row for each Key Personnel.
Note: The Applicant may attach separate sheets to provide brief particulars of other relevant experience of the Key Personnel
S. No
Name
of the
Team
Member
Qualifications Designation
No of
Stake
Sales
handled
Experience
(in no of
years in
Stake
Sales only)
Proposed
role in
the team
How the firm
thinks that
the team
member is
suitable for
the
assignment
(1) (2) (3) (4) (5) (6) (7) (8)
1
2
3
4
5
6
7
8
9
10
35
ANNEXURE - 5
UNDERTAKING
“We hereby undertake and declare that there has been no conviction by a Court of
Law or indictment/adverse order by a regulatory or governmental authority for a grave
offence against us or any of our sister concern(s). It is further certified that there is no
investigation pending against us or our sister concern(s) or the CEO,
Directors/Managers/Employees of our concern or of our sister concern(s). It is certified
that no conflict of interest exists as on date except as disclosed explicitly and if in
future such a conflict of interest arises we will intimate the same to the Bank.
We agree that without the consent of the Bank (which consent in each case shall not
be unreasonably withheld or delayed), while engaged in writing by the Bank as BRLM,
until the trading of the Bank’s new securities on a stock exchanges, we will not accept
a written or a verbal mandate for any offering of equity of an Indian Bank.
Further we hereby undertake that the decision taken by the Selection Committee of
SBI regarding the qualified Bidder shall be binding upon us.”
Note: The undertaking should be signed by the authorized signatory of the Bidder.
The content of the undertaking must not be changed. Clarification, if any, is to be
provided separately.
Yours faithfully,
(Signature, name and designation of the authorised signatory)
(Name and seal of the Applicant)
36
ANNEXURE - 6 To,
General Manager
State Bank of India
Shares & Bonds Dept, 14th Floor
State Bank Bhavan,
Madame Cama Road, Nariman Point,
Mumbai 400 021
Dear Sir,
With respect to the RfP Notice No. RfP /CC/S&B/NJ/2018/1391 dated 21st December, 2018 for
"Proposal for 'Selection of BRLMs for FY 2018-19 and 2019-20 ", we certify that we have read
and understood the contents of the RfP. We unconditionally accept and abide by the terms &
conditions specified therein.
Our financial bid is given hereunder:
FINANCIAL BID
Quotation Title Selection of BRLMs for QIP FY 2018-19 and 2019-20.
